Scoot on Over, Wonderbolts
by Frilly Filly
Summary: When Scootaloo lets something slip, will she take precedence in Rainbow's life? I'll be continuing this story after a much-too-long hiatus. My deepest apologies to everyone who has been waiting.
1. Important Things

"Ugh! Applebloom, I can't believe you!"

"I'm not try'na be mean, Scoot, but it's true…"

"Whatever. I'm outta here!" The orange pegasus shot her friend one last garishly violet look, masking something distinctly apologetic, before jumping on her scooter and whizzing away from the girls' hideout.

Applebloom shook her head vigorously, causing her bow to go crooked. She turned to her other friend, a white unicorn with a purple and pink mane, sitting against a tree and still working on absorbing what had just happened. "Sweetie Belle, you know I wasn't bein' mean to her, right?" Her voice was fraught with worry- she felt terrible for offending her friend.

The unicorn shrugged, "I didn't think so…" She thought about Scoot's final look before she took off. _It wasn't mad… Maybe she's… Aw, I dunno._ The two of them turned toward the path their winged friend had sped down. Applebloom sighed.

* * *

><p>Scootaloo fluttered her wings as hard as she could to get away from the others. After she was a good distance away, she hopped off her scooter and folded it up so as to carry it easier. She wasn't genuinely mad at Applebloom, and she even agreed with her, but she just wanted some alone time. She felt bad about how she had gone about getting it, though. <em>I'll make it up to her somehow.<em>

She made her way into the main part of Ponyville and decided to go see the only pony she knew who might be able to help her with her problem. She meandered slowly down street after street, watching the ground beneath her as she walked, dragging her scooter. She arrived at her destination and knocked twice, waiting.

Instead of the purple-bodied pony she was expecting, a similarly colored baby dragon with green spikes opened the door. "Oh, hey there Scootaloo. Applebloom and Sweetie Belle aren't here right now."

"Oh, I know. They're at the clubhouse." The filly walked by him and dropped her scooter near the door. Spike shut it behind her as she proceeded into the middle of the main room, where she looked around where she could see without invading the rest of the library. "Is Twilight here?" She turned back to him.

He shook his head as he approached her, "Nope. She left about a half hour ago to run to Zecora's for a few things."

Her face fell. "Oh… When will she be back?"

"Well it's not too far to Zecora's, so she should be here soon. Why, is it something I could help with?"

"Nah… Thanks Spike." She laid down on the floor and stared at the wall with a forlorn expression.

The dragon was worried, but he was sure Scoot could handle herself. He walked out of the main room into a small annexation for science. He began picking up books strewn about on the floor, and he had just put one away on botany when he heard a timid voice behind him. "Uhh, Spike? Actually, _could_ you help me?" Spike turned around and placed the books down in a neat stack.

"Sure thing, Scoots. What is it you're after?"

"Well… Umm… I wanna…" She trailed off into almost nothingness, like Fluttershy sometimes did.

Spike scratched his head, "Didn't quite catch that."

"I wanna fly." She looked up into his eyes with a pitiful expression.

"Well, I don't have wings, Scoot…"

"No, I know that, but, like, don't you have a book on it or somethin'? I mean, this _is_ a library."

"Oh! Actually, I think I know exactly what you need!" He walked out of the room at a brisk pace, the little filly trotting hopefully behind him.

The two of them went into the main area of the library. Spike pulled a ladder around from one side of the room to the other and climbed up to almost the top of it. He began murmuring to himself, "I… I… I-M… I-M-P-O… Umm…" He looked down at Scootaloo, watching him intently, "Hey, can you roll the ladder a little to the left?" She did so, and he continued browsing. He stepped down a few rungs and looked to his left, where he pulled out a faded dark blue book with dust collecting on the closed pages.

He climbed down to Scoot, who was literally bouncing up and down, "Did'ja find it? Did'ja?" She couldn't contain herself.

"Ah, whoa! Hey there, calm down. Here." He pushed her back a little ways to preserve his personal space and handed her the book. She tossed it on the ground so she could read it. It was titled Important Things for Fillies with Wings.

She eagerly opened it to the table of contents. She perused it briefly, then turned to a section near the end. The heading at the top read _Finally Flying_. She skimmed it quickly for a minute or so, Spike reading over her shoulder. She then jumped up with a loud, "Oh!" that caused her benefactor to jump. She stepped away a couple feet, then leapt forward and flapped her wings as hard as she could, only to collapse on the floor.

She pouted to herself, staring at the book with obvious irritation. Spike picked it up, then thumbed back to the beginning. "Maybe you ought to start with the basics?" He set it back in front of her, but she pushed it away and flopped on her side

"Ugh! I'll _never_ fly, Spike!" She made an unintelligible noise of frustration as she lay there, tears starting to well up in her eyes.

Spike cringed. If there was one thing he hated more than Rarity crying, it was an innocent filly like Scootaloo crying. He sat down next to her and tapped her leg softly, "Hey there, don't cry. You just need someone to help you get this stuff down. A mentor."

Scoot sniffed. She nodded solemnly and let her eyes wander back to stare straight ahead. She thought for a moment, then gasped. She got up faster than Spike would have thought possible, with more hopping and jumping. "Oh gosh, thanks Spike! I gotta go find Rainbow! She's so cool; she can teach me for sure!" She picked up the book in her mouth and raced to her scooter. She unfolded it and zipped out of the library, wings beating as hard and fast as she could make them.

Spike was still sitting when he watched Scootaloo grow smaller as she got further from the library. She had left the door open. He laughed to himself and got up to shut it, then went back to his chores.


	2. Searching, Searching

Scootaloo raced down the streets of Ponyville- she wasn't focused on where she was going, but she was subconsciously heading to Sugarcube Corner. The only thing on her mind was flying. _I'm finally gonna fly! _She swooned when she thought about the thrill of it, and even more so when she thought about Rainbow teaching her. The Greatest Young Flier would be her mentor in what she was best at. It was an amazing thought.

She skidded to a stop just short of the tables outside of her destination. _Wait… What am I doing here…? _Then she realized that she wouldn't be able to get to Rainbow's palace just yet, so she might as well just start looking for her here. She left her scooter leaning against a chair and went inside.

She dropped the book next to her and smiled at the male clerk as she came in. "Hey there, Mr. Cake. Is Rainbow here?" She was let down when she received a negative answer. "Well, is Pinkie working today?" Almost on cue, a pink filly came bouncing out of the back room with flour dotting her body in spots and what looked like frosting on one side of her nose.

"Heya there, Scootaloo! What can I do for you?" She giggled at her rhyme.

The two weren't particularly familiar, but they were close enough to talk in relative comfort. Besides, this was an emergency! "Do you know where Rainbow Dash is today? I'm looking for her because I wanna learn how to fly." She gestured to the book on the floor next to her, smiling proudly.

Pinkie frowned as she thought. "Well yesterday, I remember asking Applejack to come help me bake some cakes today and she was there. The two of them were throwing their shoes at a stick in the ground, but I don't know why. I thought it was a game, but then I asked myself, 'Pinkie, why would anyone throw their shoes at a stick? That would be a silly game!' Then I realized how much I love-love-LOVE silly games! Then I-" Mr. Cake cleared his throat, reminding her she was supposed to be answering a question. Scootaloo began dreading this conversation. "OH! Well Applejack said she couldn't come help because she was busy helping Big Mac with something today. Then I asked Rainbow if _she_ wanted to help, but she said she would be helping some other Weather Team members for most of the day."

Now it was Scootaloo's turn to frown. Rainbow was even more inaccessible clearing the clouds than she was in her house; at least then she would be in one spot. Now, she could be anywhere in Ponyville, or even somewhere outside it. "Okay, thanks Pinkie." She picked up the book again and turned to head out.

"Hey Scoot! Do _you_ wanna help me bake cakes? I'll let you taste the iciiing…" She batted her eyelashes a little and waggled her nose.

"Uhh, nah, not today Pinkie. I wanna learn to fly."

"Okie dokie lokie! Have fun!" She hopped back into the kitchen to resume baking and Scootaloo left the shop.

The orange filly stood on her scooter for a while, looking around in the sky and trying to figure out where the most clouds were. She saw a rather large outcropping of them, and headed north to wait hopefully under them for her idol. She watched the sky as she sped down the roads, so she didn't consciously notice she was nearing Fluttershy's cottage until she was practically at the front door.

She set her scooter down carefully, making sure she wasn't close enough to any small critters to disturb them. Then she walked up to the door and knocked a few times. The yellow pegasus came to the door, sporting a headdress of many vibrant birds, perched there happily. "Oh, hi Scootaloo," her soft smile was heartwarming. She blushed when she remembered her 'hat.'

Scoot's eyes got wide. "Whoa, that's so cool! How do you make them stay like that?" She shoved a hoof in the air and tried to get one of the birds to perch on her too, but predictably, they all flew off, scared. Fluttershy jumped a little too, due to the sudden protrusion into her personal space. "Oh…" Scootaloo looked down, "Sorry, Fluttershy…" She felt similar to when she and the other Crusaders had broken the soft-spoken pony's table.

"That's all right, Scootaloo. You just shook them up a little. They'll be fine. So what can I do for you?"

"Oh, right!" Scootaloo gave her the book, "I want Rainbow to teach me how to fly and Pinkie told me she was gonna be clearing the clouds, so I came here and I hope she'll be here soon so I can talk to her!" Fluttershy looked around at the clouds covering the sky in the nearby area while the filly beamed as happily as though she had found a treasure trove worthy of Spike's appetite.

Fluttershy took a looked at the dusty, old book. _Gee, I wonder if Rainbow would be a good teacher… She can be a little reckless. What if Scootaloo got hurt? _"Umm… Scootaloo, what if I taught you how to fly? Don't you think it would be, well… Safer?" She added an imploring smile to strengthen her cause.

Scoot scoffed, "Fluttershy, come on! Rainbow wouldn't let me get hurt. I'm gonna sit out here in your yard for her- do you mind?"

The motherly mare bit her lip as she thought. "Well, I guess not… But tell me if you change your mind. I don't want you getting hurt."

"Okay, thanks Fluttershy!" Scootaloo called as she grabbed her scooter and high-tailed it into the yard so she would have the best view possible of the surrounding skies. Fluttershy sighed and whispered to one of her birds, who then flew off to land in a tree and watch the little filly. She also opened a window so the bird could fly in and tell her should anything go awry. Then she went back to practicing her song with the birds that were still there.


	3. Finally!

A/N: Sorry it's taken so long to get this up... I've got a huge issue with time constraints and such... Please enjoy, and don't take my time management as a measurement of my writing skill! :D Tanks guise.

* * *

><p>The garish orange filly sat outside Fluttershy's quaint cottage, joyful music falling on her deaf ears as she impatiently awaited her idol to come into view. <em>What if she doesn't? What if I don't see her at all today? UGH!<em> It was so frustrating to be a pegasus and have useless wings. If only she could somehow force them to work... She wished she'd been born a unicorn. Magic must come easily to them, right?

Minutes rolled lazily by, accruing in the basin of some celestial hourglass, only to turn over again and begin anew. Scootaloo bit her lip for the millionth time. Surely Rainbow was able to see the clouds over here. Why wasn't she here yet? Just then, a blue speck appeared in her peripheral vision. She jumped up, hopeful as she'd ever been in her life, flapping her wings for all she was worth. "Rainbow Dash! Hey Rainbow!" She nearly screamed herself hoarse. She filled her little lungs with as much air as they would hold, only to have the speck come into clearer focus to reveal a bluejay. Scoot fell over, exasperated.

"Man, forget this!" She got up, huffy as a filly could be, and kicked the ground. She picked up the book and trotted over to her scooter. _Maybe she knows I'm looking for her and she's avoiding me. She's so cool, why would she hang out with a loser like me? _She sniffed a couple times as she fumbled with her transportation, trying to unfold it, but her hooves were too shaky. The past hour had given her a lot of time to think, and little of what she had thought was conducive to her self-confidence. She felt worthless. Like nopony would waste their time with her. Just earlier, she had run away from her only two friends, and now they were probably better off without her! _I bet they're having tons of fun! I'm just a... A... A Cutie Mark Crusader Screw-up!_ She sniffed again and fell back on her haunches, the old blue book sprawling out in front of her as a tear threatened to break over.

She sat against Fluttershy's fence for only a moment before the mare's "informant" had gone and mentioned something. Scootaloo jumped as a hoof was placed delicately on her shoulder, "Ah! I'm n-not crying!" She turned away, trying to furiously wipe her eyes.

A sad smile crossed the mare's lips as she nudged her admirer's flank. "Hey there, I heard you were lookin' for me?"

The orange filly was mortified! Rainbow Dash just _couldn't_ see her crying! There's no way she'd want to teach her anything now! She turned around quickly, "Uhh, h-hey there Rainbow... I, umm... I..." She trailed off into nothingness, unable to come up with a good alibi.

The blue pegasus flicked her head to the side and suddenly a dozen new Weather Patrol members kicked the clouds above the two out of the way. The sun beamed down on them, highlighting the rainbow mane beautifully and adding natural accents to the violet one. Scootaloo, bewildered, gasped as the sun hit her eyes. She grinned with a smile wide enough to outshine Pinkie's happiest ones. Rainbow looked back to the pegasi up above and waved them off, "Thanks guys! See ya next week!" They all nodded and proceeded to fly off. She turned forward again. "So you wanna learn how to fly, huh?

Scootaloo could hardly believe her luck. _She's seen me crying, and she still wants to help?_ She just stood there, eyes frozen on the multitude of colors blowing in the wind in front of her. Rainbow smiled sheepishly, starting to feel awkward. Scoot shook herself free, "Oh! Yeah, I do! I've got this book that Spike gave me," she gestured to it.

Rainbow laughed once and waved her hoof at it. "Book, schmook. I can teach you everything there is to know about flying. I mean, I _did_ win the Best Young Flier's Award after all." Her cocky grin was glaring. She fluttered above the ground to accentuate her point.

"I wish I was as good as you..." The dejected voice came from a face to match it, which turned downward almost in shame.

"Hey, c'mon! Cheer up, Scoots! I'll have you flying circles around everypony else your age in no time!"

"Really?" She was still numb from the shock of this all. If this was a dream, she never wanted to wake up.

"Heh, yeah, it's easy stuff!" She took a look around her at the ground, "Buuuut, if you wanna do it safely, you gotta get up on some clouds so you don't get hurt too bad if you fall." She saw the depressed look start to surface and quickly added, "Want me to fly you up to my place?"

Scootaloo didn't immediately process what had just been offered to her. She looked up into Rainbow's eyes, her own blank and uncomprehending. Seconds passed, and she lit up like a spotlight. She gasped hugely, a cheek-ripping smile making its way to her lips. "Really? You'd fly me up there yourself?" She felt ecstatic; hyperventilation was a real possibility.

"Uhh, well yeah." She didn't understand why it was such a big deal. _Sure, I'm amazing, but I don't get why it's such a big deal to her. _Quickly, the scooter and book were both forgotten as the little filly sidled up to her as close as she could get. Rainbow glanced into Fluttershy's window where, as expected, they were being watched. She flicked her head down to the two items cast carelessly on the grass and received a nod in return: They would be taken care of. Then she flapped her wings to get off the ground and hovered over Scootaloo for a moment before scooping her up by the chest with her forelegs, and the two were off.

If she would have only _probably _have hyperventilated earlier, she was definitely doing it now. She was in the air, flying- not of her own accord, but still!- with Rainbow Dash. Rainbow Dash of all ponies! The whole experience was surreal. She took in all the scenery she could on the way up, and she especially loved the ground shrinking beneath her. The treetops of the Everfree Forest looked like felt after a while, and the grass quickly became silk. The paved streets and cobblestone walkways of the city itself formed an intricate grid throughout the scores of buildings, each now so small that they all seemed to run together in a slur of color. She could faintly make out Sugarcube Corner because of its bright pink decor, and the Library due to the 'nature' of the gigantic tree it was housed in.

All these sights, and so many more, greeted both of the ponies' eyes, although they were only new and thrilling to the younger of the two. Scoot's head was constantly swiveling this way and that, and it made holding her a little bit difficult, but Rainbow managed nonetheless. _Hey, if it makes her happy…_ She found a thoughtful smile on her lips: It felt right somehow to be helping Scootaloo. Sure, she had helped at least a dozen fillies before, and some in much more extravagant ways, but it meant more this time, perhaps maybe because the others didn't genuinely look up to her on the same scale. Whatever the reason, it felt good.

After about 5 minutes of relative silence, pierced only by frequent gasps of excitement and wonder, a great cloud palace became steadily larger. Now Scootaloo was perfectly speechless, which was surprising given the circumstances. The two touched down on it, and the little filly set hoof on a cloud for the first time in her life. She was scared at first when Rainbow made to set her down. She was worried she'd have to know how to fly in order to walk on them, but that proved to be wrong. It was a little springy under her, and it gave way just enough to be cushiony. She tested her weight a couple of times on it to make sure it would completely support her. When she was satisfied with her safety, she let her eyes float upward to take in as much of the castle's grandeur as they could. Now that she had seen this glorious sight, she could die happy. Learning to fly seemed meaningless now, but for the fact that it was something of a requirement to get up here to _see_ these clouds in the first place. That was irrelevant just now, though.

Rainbow kept herself aloft just behind her guest, should she lose her balance. The silence stretched on for a while longer and soon Scoot took her first real step on a cloud. She walked forward about 5 paces or so, followed carefully all the way. She then turned around to face her benefactor, who saw the most heartwarming smile she'd ever experienced, and the only one to truly touch her to her core. Then, she was tackled out of the air onto the poofy cloud to be hugged and thanked mercilessly for quite some time.

_Yeah, this feels good!_


	4. Exhaustion can be a Beautiful Thing

Up high in the clouds, two pegasi were rolling around at the base of a giant cloud castle. Scootaloo couldn't believe her luck right now. "Thankyou-thankyou-thankyou-THANKYOU!" She hopped around in circles around, and on, Rainbow and all but kissed her. The mare was laughing profusely along with her. It was nice to have someone admire her this much, and for the first time she felt truly proud of what she'd done, and it wasn't just the superficial feeling she usually got when she did something out of the ordinary. This time it was… Meaningful.

Minutes rolled past with Scootaloo still thanking, jumping, rolling, squealing, and all else, and she finally ran out of energy to be so hyper. She started to calm herself, and then flopped down on the cloud beneath her hooves. She was breathing heavily, as was Rainbow. The latter looked at her younger companion with a crooked smile, "For the thousandth time, Scoot, you're welcome!" The two chuckled a little, then laid there for a moment or so more to rest.

Rainbow stood up first. "So do you wanna get started on those lessons now?" Her friendly look was met with one of disbelief, and she had to remember that Scootaloo didn't exactly have years of flying and fitness under her belt; she needed to catch her breath. "Ah, right… Sorry. D'you want to go rest up?"

The filly got up quickly and opened her mouth to respond, only to sway a little bit. "Whoooa…" She'd stood up too fast, but Rainbow caught her before she could go back down. She smiled to herself through her wooziness at the comforting feel of her idol's forelegs around her securely. It was just like how she'd envisioned: The strong muscles, the steady heartbeat… It felt good to just be held for the first time in a while. _Mm… This is n—_

"Uhh, Scoots? You okay there?" Rainbow was looking down at her with concern. The two had been like this for a good number of seconds and the filly hadn't budged. Quickly, but not too quickly, she stood up on her own and nervously laughed it off. _She's definitely different._ The observation passed through the mare's head without any real inflection.

* * *

><p>The two walked into the palace, and Scootaloo was rendered speechless yet again. It wasn't at all flashy and showy, but instead extremely practical. The simplicity of it all struck her as just amazing that it could all done with clouds. There was a couch, a loveseat, even a table and chairs. She walked on ahead throughout the main room while Rainbow stood at the entrance. "Most of this place is just fluff, so there are only a couple rooms." She hadn't intended the pun. She didn't need a million rooms in a house that only she used. Sure, she had friends over sometimes, but never for any social gatherings or stuff like that. It was only a palace because she liked showing off to other ponies. Besides, she had to reshape the few rooms she had frequently enough anyway. <em>Stupid drifting clouds… <em>She had to fix things around the home in general every 4 or 5 days. Luckily she had just done it yesterday, so there wasn't a terrible mess.

Concluding her self-guided tour through the front room, Scoot returned to Rainbow at the entrance with a smile on her lips. She proceeded to lean her head lightly against her friend's chest and just be happy. This was without a doubt the best day of her life. Rainbow wasn't exactly sure of what to do, but she didn't seem to require anything for the moment, nor was she discontent so the two just stood there for a long time. _I still don't know why she's being so nice to me… I'm just like every other filly._

After a spell, Rainbow shifted her weight a little, giving Scoot a light nudge to stand on her own. The former led the way into another room sparsely decorated with a bed, a desk, and what looked like a dresser. "Go ahead and lay down."

The filly took steps to do so, but instead turned around and stretched up to give Rainbow a gentle peck under her chin. "Thank you Rainbow Dash." Stunned, the quick-witted mare was at a complete loss for words. Luckily, her counterpart didn't require any as she slid cozily into the bed provided for her and appeared to pass out instantly.

Rainbow stood there for a while, staring at the curled up orange and purple pony on her guest bed. Against all counts, she shouldn't be asleep yet, but something made the mare think she was. It was almost eerie. Minutes passed, and Rainbow's focus stayed on Scootaloo. _She looks so... Serene. Like everything is perfect._ She shook herself a little and walked out of the room. The blush still hadn't faded from her cheeks.

Scoot's eye winked open just as Rainbow's tail flicked out of the doorway, and a broad smile swam to her lips. The heat on her cheeks remained, but it hadn't been as visible under orange as it was under cyan.

* * *

><p>A cute yawn permeated the air in the bedroom. Scootaloo looked around and found her gaze drawn to a small hole in the cloud wall for a window. <em>Mm, late afternoon…<em> She rolled onto her back and stretched out her whole body. She kept her eyes closed for a bit longer, and then opened them to a splash of color that made her recoil off the bed. "Aah!" _Thank Celestia for clouds…_ She swallowed and stood up to get a better look at what had shocked her. Rainbow was lying down in the bed on her side with her left legs partly underneath her and her right ones splayed out. Her wings were also extended. Scoot breathed a sigh of relief and got back on the bed to continue napping, but after a moment she snuggled up in front of Rainbow between her legs and under her wing. The pocket of warmth was amazing, and she soon fell back asleep with a smile on her face.

* * *

><p>Some time later, another yawn broke the silence of the room. This time it was Rainbow. She laid there for a second with her eyes closed, and then started: It was dar- There was something next to her! She assessed her new growth quickly, and realized even in the pitch-blackness of midnight that it was Scootaloo. She calmed down with a happy sigh. <em>Chill out, Rainbow… <em>Then she craned her head up- carefully so as not to disturb her companion- to look out the window and confirm her suspicions of not being able to see it. She was surprised to have slept this long. _It must be 1 or 2 in the morning… Whoa._ She tossed her mane about a little and rested her head back down.

She subconsciously slid Scootaloo closer and tightened her wing and legs around her. She bent her head a little bit to cradle the filly's under her own. When her jawline came in contact with the purple mane, she was reminded of the kiss she had been bestowed earlier, and she began blushing yet again. _Good thing she's asleep… _She tilted her head down a little bit more and placed a single kiss on Scootaloo's head.

The two fell back asleep together, both with hot cheeks, but only one knew the other was awake.


	5. Page One

Morning came and found Scootaloo alone on the bed. Mornings had never been her thing, so she didn't remember anything about the night before, or much relating to the day. She rolled over and tried to ignore the bright light streaming in. "Unnh…" Why was the bed so comfy? With great strain, she lifted her eyelids and was met with a display of white from every angle. _What__in__Cel__… __Oh!_ She quickly acrobatted herself off the bed and collapsed against the wall. Mornings had **never** been her thing. She got on her hooves and looked around for Rainbow.

As she passed through the undersized hallway, she was met with a pleasant smell. She came into the main room and saw Rainbow sitting at a table "scratching" away at it with two bowls near her. She looked up and quickly smudged over her drawing, erasing it in the folds of the clouds. "Hey there, kiddo," she gestured to the bowls, "I went and got us some food a while ago, but it's still pretty warm." Scootaloo rubbed an eye in response and nodded as she walked over and took a seat in front of the second bowl. She peered into it, and the smell of the stuff opened her sinuses. _Cinnamon-apple __oatmeal!_ Her eyes lit up and she flashed a huge smile at Rainbow who gave her a cocky one back, "Heh, I knew it! I loved this stuff as a filly too. Go ahead and eat up! It's homemade and everything." It wasn't homemade by **her**, but that was a moot point; Applejack was good enough as a chef to make up for that fact.

The warm chunks of sweetened apples had retained much of their heat, and so when Scootaloo bit into them, they spread their warmth all throughout her mouth through the tepid oats. It was made unerringly to her taste, with just enough of a hint of cinnamon to leave a little spicy kick in her throat, and no sugar—the apples were saccharine enough, and that was all natural.

After a couple bites of bliss, Scoot remembered she wasn't alone. She looked into her benefactor's eyes and finished the bite in her mouth, swallowing the hot bolus quickly. "Mm, thank you Rainbow Dash, this is perfect!"

Her face betrayed her true emotions as she waved it off like it was nothing, "No problem, kid." She had been fiercely worried it wouldn't be good enough. Because she had wanted it to be a surprise, she had flown to Applejack's on her own without any idea what Scootaloo liked. She made the smart decision and asked her to make one bowl especially sweet to accompany the one with only natural sugars. Luckily, it seemed they both managed to get the one they preferred!

She remembered the exchange with Applejack with both disdain and discomfort. The farm mare had first teased her for being awake early "before the cows had come home." She hadn't known what it meant, and still didn't, but she could gather the gist of it. Afterwards, she was harassed for having some stallion over, and thankfully that was the worst of it all. Finally, she had been swindled out of the truth, which made Applejack stop and stare. It wasn't exactly shocking, but it was a little unordinary for Rainbow to be so caring—especially so quickly.

Scootaloo continued to mow her way through her oatmeal and Rainbow began to. The former finished first and that was fine, since Rainbow's was a little too sweet anyway. They pushed their bowls away together and sat back in their chairs happily.

Rainbow was the first to get up. She stretched out all of her appendages, starting with her back legs and working forward like she always did. Once she was good and limber, she turned to face Scootaloo. "You ready for a test run, kid?

For the first time in her life, Scoot wasn't excited to fly. Well, she was, but right now she couldn't care less if she learned today. In fact, she kind of didn't want to (At least not right now). She shook her head slowly with an apologetic look, "Not right now Rainbow…" She dreaded the words as soon as they had come out of her mouth. _Now__she__'__ll__kick__me__out__and__never__bring__me__back__up__here__again!__Why__do__I__have__to__be__so__ungrateful?_ "Ah! I m-"

"Well tha- Oh. Go ahead."  
>All she received was a vigorous head shake with glued-shut lips in response.<p>

"Uhh… That's fine, we don't have to do it now. But there's nothing else up here to do really. It's all clouds and stuff." She kicked some of the stuff up to stress her point. Scootaloo's eyes sparked up again.

"Rainbow, could you teach me how to play with the clouds?" A grin stretched across her cheeks.

The mare was taken aback. She couldn't imagine why Scoot wanted to do that. It was boring, and any pegasus could do it. She was about to say so, when she remembered that Scootaloo hadn't grown up amongst the clouds. She had always been grounded. Put in that light, it was easy to understand why the clouds fascinated her so much. A welcoming smile crossed her lips as she folded her wings in and sat on the floor, patting the spot next to her. In the blink of an eye, Scoot was right beside her, beaming.

"Okay, so the first thing you gotta do is…" She thought for a moment, and realized that she had no clue **how** to form and shape and trim clouds. She just did it. Her mind was blank for a bit, and she laughed nervously, "Well, I guess you just kind of grab a wad of it like this…" she did so, and collected a decent sized lump in her hooves. Suddenly, it all made sense.

She went through the process slowly. "You want to make sure you have more cloud than you need. You wanna get it into the general shape of that you want to make... What do you want?"

"A scooter!" was the almost immediate answer.

She chuckled, "Heh, all right. Well then here…" She scooped up more of the clouds in her hooves until she held a piece around the size of Scootaloo's body. "Okay, so then you kind of shave it down like this." She did so, sectioning the cloud chunks off bit by bit until she had a very rough outline of a scooter: A bumpy "tube" of cloud bent at a ninety degree angle near the middle with a fluffy mass at the top. Scoot watched rapt the whole time. "Now you kinda fine-tune it…" She flattened the base for standing and tossed more of the fluff on the bottom away to carve out the wheels. Next, she thinned out the handlebar shaft, and turned the orb near the top into two more ninety degree bends for handles. She smoothed everything over, and produced it for Scootaloo with a smile. "Voila! One model Cloud-99 Scooter!"

The filly giggled and took her gift. She immediately hopped on it, and motored her way happily around the room. The wheels didn't spin, but they glided over the clouds below to give an even smoother ride than if they had. After a few circuits she laid it down, and gave Rainbow an ecstatic hug, complete with more bouncing.

Maybe mornings could become her thing…


	6. More Sleep

Midday had strolled around, and the cloud palace was empty. It was also different than it had been earlier. The living room was unrecognizable as the furniture had been reduced to disfigured lumps. The hallway leading to the back rooms had been narrowed to a width almost unfit for even the smallest of fillies. There were plenty of holes in the fluffy ground, and piles of it were strewn about everywhere. What had happened?

The tiniest flicker of red broke the white field for a fraction of a second. Immediately, a loud cry of something akin to fury sounded from across the room as a barrage of cloud balls flew toward the disturbance. Four, five, six, and still nothing had changed. The orange hoof stopped lobbing ammunition, and its owner panicked. Scootaloo parted the clouds as quickly as she could and created another bunker to huddle down in, but she was too slow. Before she had even her second hoof-full of cloud out of the way, she was tackled from below as Rainbow sprinted out of the clouds and tossed her across the room.

"Had enough yet, squirt?" A cocky laugh followed, but it was cut short by a sudden slap of cloud right on her muzzle. She opened her eyes in surprise and tried to fly back to the ground, but she was swiftly pelted with two more shots, one hitting her neck and the other finding its mark and again crashing into her snout. She dropped to the ground and tried to wipe her eyes, but she was jumped onto and had another cloud round forced into her face. She yelled mercilessly and rolled the filly off, sending her a good yard away. She simply shook the fluff off and tried to pounce on her prey, but found herself landing only on a pile of cloud. "Huh?" She was met with yet another quick volley as she opened her eyes just a split second too late.

* * *

><p>A half hour later, the living room was in even poorer condition. Fluff was piled up against the walls in places, and there were a few more tunnels and holes. Now the two ponies were lying on lumps of cloud near a corner, both breathing heavily. Rainbow spoke first, "You might not be the fastest filly, but you've got one hay of an eye—and an arm to go with it!" She received a smile in response and the two continued to rest.<p>

Scootaloo wormed her way sideways and placed her head near Rainbow's chest. The mare thought nothing of it, and embraced her tightly. _Man, __I__ never__ thought__ a__ foal__ could__ be __so__ much__ fun! __I__ thought __they__ were __always __needy__ and__ whiny._ She noticed a patch of white in the splash of purple in front of her and she took it out gingerly with her teeth. Scoot felt a shiver ripple through her spine, and she involuntarily edged even closer.

They laid like that for quite a while, long past when their breathing had returned to normal. Each one's thoughts were preoccupied with how enjoyable the other's company was. Before too long, Scootaloo had fallen asleep and shortly thereafter Rainbow's eyes were drooping as well. She was drifting off, slowly. The cloud was so soft, and Scootaloo's mane smelled of —

"Nngh… I love you Rainbow… Dash."

Her eyes flew open. Had she imagined that? She **was **sleepy… _Sh-she__'__s __just__ dreaming.__ Yeah.__ She __didn__'__t__ mean__ that.__ It__ was __just__ a__ dream.__ Just __a__… __Dream._ But wait, she had imagined that! Right? So it didn't happen at all.

As if to punctuate her statement, the filly rolled over in her sleep and buried her face into Rainbow's neck with a gentle sigh of bliss.

Panic began to set in. _There__'__s __no__ way __I__'__m__ imagining__ all__ this__… __What __do__ I__ do?_ She never had experience with this kind of thing. She'd never had a stallion to call her own, although there had been a few she had fancied in the past. More pressingly, she had never had a kid before. She was never into the idea of foalsitting, that was more for ponies like Fluttershy and Twilight. _Ponies __with__ maternal __instincts__…_ It was true. Rainbow had little to no ability to care so selflessly for another, and it was something she had always loathed about herself. Sure, she was the Element of Loyalty, but being depended on as a friend isn't the same at all as being depended on as a mother or sister. She had always wanted to feel those emotions, but she was never able to. _But __now __I__ can!__ Scootaloo__ loves __me__… __I__ can__ be __whatever __she__ needs!_

Where before she had panicked at the thought of a filly loving her, she now rejoiced. She was filled to the brim with pride in herself, as well as glee at the prospect of being a sister. _Of__** having**__ a __sister!_ While her mind was hazy with visions of sisterly love, potential scenes in every corner of Ponyville, dread started to creep back in. She didn't consciously recognize it at first. It began to manifest itself as destruction of the bond. Scootaloo tripped and hurt herself while running, Scootaloo fell out of her arms during flight, Scootaloo went missing, Scootaloo turned her nose up, Scootaloo walked away, Scootaloo pushed her back, Scootaloo shouted at her, Scootaloo thought she had ruined her life. "Aah!" She was violently jerked back into reality. She held her breath for a moment, but the filly hadn't woken up.

She stared at Scoot for quite a while. The last 'fantasy' that had flashed through her mind ended in shattered pieces when she had screamed "I hate you!" Looking into this sweet face now, she realized just how preposterous that was. She chuckled a little to herself and placed a delicate kiss on the orange muzzle. It felt good to know that she would now, finally, get a sister. _All__ these __years__…_ As she settled down from her hallucinations, she began to focus on what it felt like to hold somepony. There was a rhythmic tickle on her collarbone from warm breath; if she paid very close attention, she could feel a soft thump-thump course through her foreleg from the temple it supported; a cute ear twitched occasionally; all of this felt right.

She registered something. Just a moment ago, she kissed the bridge of Scoot's nose. She did it without any thought. She grinned hugely to herself and her joy bubbled up into her throat in the form of a rock solid lump. It welled up and filled her skull to the brim. It was too much: It had to come out somehow, or she would explode. She inhaled with a shudder, and when she exhaled, a single tear leaked out and the joyful pressure was gone. The feeling was there still, but it was all lightness and feathers. She glanced to the side, at the ground, and saw blurrily that her tear had landed in in a curled lock of Scoot's mane. She breathed in deeply again, but now it was to draw in the heady sweetness that practically radiated from the filly in front of her.

She couldn't speak her reply, even though she knew it to be true. She was afraid to even think it—even though she knew it to be true.

* * *

><p>I feel so very bad for letting this story fall off... I've just read all of my follwers' reviews and they've touched me. I know it's been a long time, but I have every intention of rebooting this story. Feel free to check back within the week for an update.<p>

I'm sorry for everyone whom I've let down.


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